General business terms
Here are our general terms and conditions of sale and delivery. In the event of a dispute or legal proceedings, the most recent original version for the country in question and in the relevant official language applies. The most recent original version can be obtained from Axon Lab AG at any time.
1. General information
These general terms and conditions of sale and delivery cover all goods purchased from the vendor. They must be complied with even during the initial contract negotiations. If the purchase contract is concluded, they form part of the contract. If the purchaser has conflicting or differing terms and conditions, these will not be included in the content of the contract, unless the vendor agrees to them specifically and in writing in each individual case.
2. Concluding the contract and requirements for the written form
Orders placed by the purchaser and other agreements and subsidiary arrangements are binding on the vendor when the vendor has provided written or printed confirmation (including on invoices and delivery notes).
3.1 Purchase prices are ex works.
3.2 Details of prices and discounts in catalogs and price lists are only valid on the date of issue. Unless otherwise specified, the purchaser's orders are subject to the vendor’s prices and discounts that apply on the date on which the order is received by the vendor. The vendor will inform the purchaser of the current prices and discounts on request.
4. Packaging and shipping
4.1 Unless otherwise agreed, the vendor reserves the right to choose the shipping method. All orders with a value of EUR 250.00 or more will be shipped free of charge to the customer’s destination (within Germany). A flat-rate shipping charge of EUR 14.80 will be made for orders with a value under EUR 250.00. Orders which require chilling or dry ice will be subject to a charge of EUR 7.00, even if the value of the order is EUR 250.00 or more. Delivery times can be agreed. The additional charge for deliveries before 12.00 on the following working day is EUR 20.00 for orders weighing up to 25 kg. The charge for this special service for orders weighing more than 25 kg is EUR 35.00. This additional charge for timed deliveries is also payable for orders with a value of EUR 250.00 or more. Other special delivery times can be agreed on request. The charges will be agreed for each specific order. These prices exclude VAT.
4.2 Deliveries are always made ex works at the expense of the purchaser. Unless otherwise agreed, set-up or assembly services will be charged separately. If the purchaser has specific shipping requirements (e.g. express consignment, fast freight, express courier, air mail or the equivalent), the delivery will be made ex works at the expense of the purchaser, plus shipping costs.
4.3 Delivery charges for parcels and carriage for packaged goods and grouped goods must always be paid by the purchaser.
The risk of the goods being destroyed, lost or damaged is transferred to the purchaser (even if there is no charge for shipping) when the goods are handed over to the person or company responsible for shipping the goods. If the purchaser delays acceptance of the goods, the risk is transferred when the delay period begins.
6. Delivery deadlines
6.1 The vendor will supply the goods as quickly as possible. There are no fixed delivery deadlines.
6.2 The following rules apply to merchants where the contract forms part of the operation of the merchant’s business, legal persons under public law and special funds under public law. The vendor relies on receiving correct, timely deliveries from its suppliers. If the vendor falls behind with deliveries, the vendor is not liable to pay compensation for damage in the case of ordinary negligence. If the purchaser specifies a reasonable period of grace of 4 weeks, after the vendor has fallen behind with deliveries, the purchaser is entitled, when this period has expired without results, to withdraw from the contract. The purchaser is only entitled to claim compensation for non-fulfillment which corresponds to the amount of foreseeable damages, if the delay is the result of deliberate intent or gross negligence. In addition, the vendor’s liability for compensation is limited to 50% of the damage caused.
6.3 If the purchaser is not one of the customers specified above, the vendor's liability for compensation in the case of slight negligence is restricted to the foreseeable damage. Compensation for damage which is not foreseeable will only be paid if there is proof of a deliberate or grossly negligent breach of contract.
6.4 The restrictions on liability in paragraphs 2 and 3 do not apply if a commercial fixed-date purchase was agreed. The same applies if the purchaser can claim that it no longer has an interest in fulfilling the contract because of a delay which is the vendor’s responsibility.
6.5 In order for the vendor to meet its delivery obligations, the purchaser must fulfill its obligations properly and in good time.
6.6 If the purchaser delays acceptance of the delivery or is in breach of other obligations to cooperate, the vendor is entitled to claim compensation for damage caused to the vendor, including any additional expenses. In this case the risk of accidental destruction or deterioration of the goods is transferred to the purchaser at the time when the purchaser delays acceptance.
7. The purchaser’s ability to pay
7.1 The vendor will agree to conclude the contract only on condition that the purchaser is able to pay.
7.2 If it emerges after the contract has been concluded that the purchaser’s financial situation gives justifiable cause for concern that the purchaser will not fully meet its payment obligations, the vendor is entitled, at its own discretion, to cancel future deliveries or to provide all the services one at a time in return for payment or for the appropriate security.
8. Force majeure and obstacles to the contract
Force majeure of any kind, unforeseeable disruptions to business operations, transport or shipping, fire damage, floods, unforeseeable shortages of power, energy, raw materials or other supplies, strikes, lock-outs, official orders or other obstacles which are not the responsibility of the party providing the service and which delay, prevent or make unreasonable the manufacture, shipping, delivery and/or acceptance of the goods release the party from the obligation to deliver or accept the goods for the duration and the scope of the disruption. If, as a result of the disruption, the delivery and/or acceptance date is exceeded by more than 8 weeks, both parties are entitled to withdraw from the contract.
9. Complaints and warranty
9.1 The purchaser must check the goods immediately on receipt to ensure that the quantity, condition and warranted characteristics are correct. Obvious faults must be reported to the vendor in writing within 10 days of receipt of the goods, giving the invoice number and invoice date. Concealed faults must be reported within 8 days of the faults being identified. The legal periods of limitation remain unaffected. If the customer is a merchant, stricter legal conditions on complaints apply.
9.2 In the case of complaints which have been properly reported and substantiated within the specified period, the vendor must, at its discretion, either repair or replace the item. There is no entitlement to cancel the sale or to have the price reduced. At the request of the vendor, in order to enable the vendor to investigate the complaint, the purchaser must provide the vendor with originals or copies of documents such as delivery notes and packaging slips and any initials on the packaging or send the item to the vendor, where appropriate, for professional repair.
9.3 If the vendor allows a reasonable period of grace to pass without rectifying the fault or providing a replacement item, the purchaser can, at its discretion, require the payment to be reduced or the contract cancelled. The same applies if a repair or a replacement delivery is impossible or if the purchaser foregoes its right to a repair or a replacement delivery.
9.4 This also applies if the vendor has given a warranty for all faults covered by the warranty which are reported during the warranty period.
9.5 The vendor is not liable for the consequences of improper modification or handling of the goods. In the case of medical devices, it is not liable in particular for damage caused by the use of unsuitable reagents, for the consequences of poor maintenance by the purchaser or a third party or for faults caused by normal wear or by transport. The warranty and the liability of the vendor do not apply in particular to damage caused by and the consequences of the purchaser using the hardware or software that has been supplied by the vendor in combination with incompatible hardware or software provided by the purchaser or of modifications made to the hardware and software supplied by the vendor, unless the vendor has agreed to this in writing.
9.6 If the goods are lacking a warranted characteristic at the time of the transfer of risk, the purchaser, at its discretion, can require a repair, a reduction in the payment, an additional delivery or the cancellation of the contract. The purchaser is only entitled to compensation for damage resulting from non-fulfillment, if the warranty served the purpose of protecting the purchaser from damage of the type that occurred. Goods that have been sold will not be taken back or exchanged unless this falls under the vendor’s warranty obligations.
9.7 The devices supplied by the vendor will be properly decontaminated and disposed of at the vendor's expense.
10. General restriction on liability
10.1 The purchaser is not entitled to make more far-reaching claims for damage due to misconduct during the conclusion of the contract, active breach of contract or illegal actions, unless this is a result of deliberate intent or gross misconduct by the vendor or one of its agents or of the vendor breaching one of the main obligations or an important subsidiary obligation of the contract. If the vendor breaches one of the main obligations or an important subsidiary obligation of the contract as a result of negligence, its liability is restricted to the foreseeable damage.
10.2 This restriction does not apply to claims under the terms of paragraph 1.4 of the German product liability act or paragraph 84 of the German medicines act or to claims resulting from initial incapacity or initial impossibility where there is responsibility.
10.3 Where the vendor’s liability is excluded or restricted, this also applies to the personal liability of its employees, representatives and agents.
11.1 Unless specifically agreed otherwise, payments must be made net and without deductions within 20 days of the invoice date.
11.2 The vendor reserves the right to use payments to settle the oldest due invoice items plus the interest on arrears and the costs that have been incurred, in the following order: costs, interest, principal claim.
11.3 The purchaser can only offset amounts against the vendor’s claims, if the purchaser’s counterclaim is undisputed or if there is a legal title.
11.4 The right of retention cannot be exercised as a result of counterclaims that are unrecognized or not legally established, where these claims are not based on the same contractual relationship.
12. Delay in payment
If the purchaser falls behind with payments or if, in the case of a transaction which is a commercial transaction for both parties, the purchaser exceeds the payment deadline given, interest on arrears of 5% p.a. above the current base rate of the Deutsche Bundesbank will be payable. The rate of the interest on arrears can be set higher or lower if the vendor can prove that it is being charged a higher rate, including all the fees and charges made by the bank, or if the purchaser can prove that the interest rate is lower. In addition, in the case of a delay in payment, all the payment demand and collection charges must be paid by the purchaser.
13. etention of ownership
13.1 The vendor retains ownership of the goods until the invoiced amount has been paid in full (in the case of non-cash payment transactions until the final credit note).
13.2 In the case of commercial transactions and transactions with legal persons under public law and special funds under public law, the vendor retains ownership until all the vendor's claims against the purchaser, for whatever legal reason, have been paid in full.
13.3 The vendor continues to retain ownership if the vendor’s relevant claim(s) are included in an open account and the balance is drawn and recognized.
13.4 The vendor is entitled to demand the retained goods from the purchaser and to take them back, if the purchaser falls behind with fulfilling its obligations to the vendor. In this regard, the purchaser will grant the vendor or people appointed by the vendor the right to enter the purchaser’s works site or other warehouse facilities and to take away the retained goods. If the purchaser is a merchant and the contract forms part of the operation of the merchant’s business or if the purchaser is a legal person under public law or a special fund under public law, the removal of the retained goods by the vendor does not constitute a withdrawal from the contract, unless the vendor has specifically stated this in writing. If the vendor pledges the retained goods, this always constitutes a withdrawal from the contract. After removing the goods, the vendor is entitled to sell them. The proceeds of the sale, minus appropriate sale costs, will be offset against the purchaser’s liabilities.
13.5 The purchaser must handle the retained goods with care. The purchaser is under an obligation to insure the retained goods for their replacement value against fire and water damage and theft, at its own expense. The purchaser will assign its claims for compensation from these insurance policies to the vendor. If servicing and maintenance work is needed, the purchaser must have this carried out at its own expense, unless otherwise agreed. The purchaser must inform the vendor immediately in writing about pledges or other interventions by third parties and send the vendor a pledge report and a statement in lieu of an oath about the identity of the pledged item.
13.6 The purchaser is only entitled to resell the retained goods as part of its normal business if the purchaser fulfills its obligations to the vendor properly, has not fallen behind with payments, has not made an application to open insolvency proceedings and has not stopped making payments. Where the legal transactions which gave rise to purchase price claims resulting from a resale are not commercial transactions for either party or where the debtor with the assigned claim is not a legal person under public law or a special fund under public law, this entitlement to resell the goods does not apply, if a ban on assigning purchase price claims from a sale has been agreed between the purchaser and its customers. The purchaser is not entitled to pledge retained goods, to assign them as securities or otherwise encumber them. When reselling the retained goods, the purchaser must make the transfer of ownership dependent on receiving full payment for the goods from its customer.
13.7 The purchaser will assign to the vendor all claims resulting from the resale of the goods to third parties, regardless of whether the goods were resold with or without being processed. If retained goods are sold together with other items for a total price, only the proportional amount of the vendor’s invoice for the retained goods sold can be assigned. If the purchaser’s assigned claims against its customers or against third parties are placed in an open account relationship, the claim assigned in advance by the purchaser to the vendor relates also to the recognized balance and, in the case of the purchaser being made bankrupt, to the existing “causal” balance.
13.8 The purchaser is entitled to collect claims resulting from the resale provided that it meets its payment obligations to the vendor, has not fallen behind with payments, has not made an application to open insolvency proceedings and has not stopped making payments. If one of these cases applies, the purchaser is obliged to transfer payments received against assigned claims in full to an account set up on behalf of the vendor. In this case the vendor is also entitled to issue a notice of assignment and to collect the assigned claims itself. The purchaser is then obliged to provide the vendor with all the documents and information which the vendor needs to collect the claims from third-party debtors.
13.9 If the purchaser processes the retained goods together with other items which do not belong to the vendor, the purchaser is deemed to be working on behalf of the vendor and the vendor will acquire co-ownership of the resulting semi-finished or finished goods in the same proportion as that of the invoice value of the retained goods to the value of the other processed items at the time of processing. If the retained goods are combined with other items that do not belong to the vendor or inseparably mixed with them under the terms of paragraphs 947 and 948 of the German Civil Code, the vendor acquires co-ownership of the new item in the same proportion as that of the invoice value of the retained goods to the other items combined with them at the time of the process of combining or mixing the items. If the retained goods are combined or mixed with one of the purchaser’s principal items, it is agreed that the purchaser will transfer proportional co-ownership to the vendor and will keep the resulting new item safe on the vendor’s behalf. If goods of this kind that are produced by processing, combining or mixing retained goods are sold by the purchaser to third parties, the assignment is restricted to the part of the claim which corresponds to the vendor’s co-ownership share. The vendor is obliged, at the purchaser’s request, to release the securities passed to the vendor, if the value of these securities exceeds the value of the claims that are being secured by more than 20%. The vendor will select which security is to be released.
14. Illegal competition in the case of resale
The purchaser undertakes not to use unlawful comparative advertising when reselling the goods. The purchaser is not permitted to use the vendor's trademarks without the prior agreement of the vendor.
15. Place of fulfillment, place of jurisdiction and applicable law
15.1 The place of fulfillment for deliveries and payments and the exclusive place of jurisdiction for all disputes between the parties (including actions on a bill or a check) is the vendor’s headquarters, provided that the purchaser is a merchant, a legal person under public law or a special fund under public law.
15.2 The contractual relationship between the parties is subject only to the law of the Federal Republic of Germany, excluding the international uniform law on international procurement contracts and, in particular, excluding the so-called UNCITRAL model law on procurement dated 11/04/1980.
16. Legal validity of the contract
If individual clauses of the contract become legally invalid, the remaining parts of the contract remain binding. This does not apply if complying with the contract would represent an unreasonable hardship for one party.